Cooperation; Recovery Clause Samples
The 'Cooperation; Recovery' clause requires parties to work together in good faith to address issues such as losses, damages, or breaches that may arise during the course of their agreement. In practice, this may involve sharing relevant information, assisting in investigations, or taking reasonable steps to mitigate harm and recover losses. The core function of this clause is to ensure that both parties actively participate in resolving problems and minimizing negative impacts, thereby promoting fairness and efficiency in the management of disputes or adverse events.
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Cooperation; Recovery. Licensee shall reasonably cooperate with Licensor, which cooperation shall be at Licensor’s expense, in the event that Licensor elects to take such steps to stop Infringement by a third Person and/or recover pecuniary remedies as Licensor may, in Licensor’s sole discretion, deem necessary. Any recovery obtained as a result of any such steps taken by Licensor shall be retained by Licensor.
Cooperation; Recovery. OPIANT and AEGIS shall reasonably cooperate with each other in the planning and execution of any action under Sections 6.5.3 or 6.5.
Cooperation; Recovery. Neurelis and Aegis shall reasonably cooperate with each other in the planning and execution of any action under Sections 6.4.3 or 6.4.4. The Party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling Party without the prior written consent of the other Party. Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation shall be first applied to the prorata reimbursement of any reasonable litigation expenses of Neurelis and Aegis. Any remaining recovery realized from such litigation shall be treated as profits on sales of Products for purposes of determining Net Sales under this License Agreement, with Aegis receiving the applicable royalty for purposes of Section 4.4 on such deemed Net Sales, and Neurelis receiving the remainder. For purposes of illustration, if the recovery under Sections 6.4.3 or 6.4.4 is One Hundred Million U.S. dollars (U.S. $100,000,000), after reimbursement of any reasonable litigation expenses, and Neurelis’ gross margin for the Product as determined for the most-recent Calendar Quarter completed prior to the initial infringing action was eighty percent (80%), then the Net Sales would be deemed to be One Hundred Twenty-Five Million U.S. dollars ($125,000,000) and such amount would be included in the next royalty report pursuant to Section 4.5.
Cooperation; Recovery. ARS and AEGIS shall reasonably cooperate with each other in the planning and execution of any action under Sections 6.4.3 or 6.4.
Cooperation; Recovery. If a Party brings an infringement action in accordance with this Section 8.4, the other Party will cooperate fully, including, if required to bring such action, furnishing a power of attorney or being named as a Party plaintiff in the action. Except as otherwise agreed to by the Parties ************************************************* ****************************************************************************************************** ******************************************************************************************** ******************************************************************************************************* **************************************************************************************************** ******************************************************** ********************************************** ******************************** *********************************************************************** *************. Arena will have the sole right to bring and control, and to retain all recovery from, any action or proceeding with respect to infringement of any Arena Patent at its own expense and by counsel of its own choice with respect to any activities by a Third Party that are not Field Infringements.